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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 18, 2025
TREASURE GLOBAL INC
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41476 |
|
36-4965082 |
(State or other jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
276 5th Avenue, Suite 704 #739
New York, New York |
|
10001 |
| (Address of registrant’s principal executive office) |
|
(Zip code) |
+6012 643 7688
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.00001 per share |
|
TGL |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year
On August 18, 2024, the Board of Director’s of Treasure Global Inc’ (the “Company”) adopted resolutions to amend
the the Company’s Bylaws to provide that the holders of 33 1/3% of the voting power of the stock issued and outstanding and entitled
to vote, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of
business; and where a separate vote by a class or series or classes or series is required, the holders of 33 1/3% of the voting power
of the issued and outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute
a quorum entitled to take action with respect to that vote on that matter. The Company’s Bylaws previously provided that the holders
of a majority of the voting power of the stock issued and outstanding (and with respect to a separate class or series vote, just such
class or series) and entitled to vote, present in person or represented by proxy, would constitute a quorum at all meetings of the stockholders
for the transaction of business.
The foregoing description of the amendment to the Bylaws does not purport to be complete and is qualified in its entirety by reference
to the full text of the Certificate of Amendment of the Bylaws, which is attached hereto as Exhibit 3.1 and is incorporated herein by
reference.
Cautionary Note Regarding Forward Looking Statements
This Form 8-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered
forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified
by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,”
“estimate,” “forecast,” “project,” “continue,” “could,” “may,”
“might,” “possible,” “potential,” “predict,” “should,” “would”
and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements are based on the
current expectations of the Company’s management and are inherently subject to uncertainties and changes in circumstances and their
potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that
have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual
results or performance to be materially different from those expressed or implied by these forward-looking statements. These factors include,
without limitation, our ability to respond in a timely and satisfactory matter to the inquiries by Nasdaq, our ability to regain compliance
with the Rule and our ability to remain current with our reports with the SEC. For additional information about factors that could cause
actual results to differ materially from those described in the forward-looking statements, please refer to our filings with the SEC.
Forward-looking statements represent management’s current expectations and are inherently uncertain. Except to the extent required
by applicable law, we do not undertake any obligation to update or revise forward-looking statements made by us to reflect subsequent
events or circumstances.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 3.1 |
|
Amendment to Bylaws of Treasure Global Inc. |
| 104 |
|
Inline XBRL for the cover page of this Current Report on Form 8-K |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 18, 2025 |
TREASURE GLOBAL INC. |
| |
|
|
| |
By: |
/s/ Carlson Thow |
| |
Name: |
Carlson Thow |
| |
Title: |
Chief Executive Officer |
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